Governance

Publications

Executive Action Reports

November 2009

Director Notes: The Role of the Board in Risk Oversight—Adapting to Regulatory Developments and Emerging Practices
This report highlights a range of considerations for directors as they approach the assessment and oversight of their risk management programs.
File size: 140KB

June 2009

The Role of the Board in Turbulent Times: Responding to Unsolicited Takeover Offers
An overview of issues a board may consider in evaluating its corporation's governance profile, given the potential increase in unsolicited offers in the current market environment.
File size: 260KB

April 2009

The Role of the Board in Turbulent Times: Avoiding Shareholder Activism
This report provides board members with a checklist of issues they should consider addressing in their relations with shareholders and, in particular, how to avoid a costly and disruptive battle with an activist investor.
File size: 254KB

February 2009

The Role of the Board in Turbulent Times: Overseeing Internal Investigations
This report provides boards of directors of SEC-reporting companies with guidance to consider when confronting material evidence of internal misconduct or the prospect of investigations by the federal government or a self-regulatory organization.
File size: 285KB

January 2009

The Role of the Board in Turbulent Times: Assessing Corporate Strategy
This report provides U.S. Securities and Exchange Commission (SEC) reporting companies with a checklist of issues that their board members, in collaboration with top executives, should consider addressing.
File size: 115KB

December 2008

The Role of the Board in Turbulent Times: Overseeing Risk Management and Executive Compensation
This report highlights "pressure points" for boards to consider, including practical actions that can be followed to help ensure directors fully meet their fiduciary responsibilities toward shareholders.
File size: 118KB

April 2008

Political Money: The Need for Director Oversight
Until recently, companies' political expenditures were not fully disclosed and were rarely subject to oversight by boards. The lack of attention that these expenditures normally receive has exposed companies to serious legal and reputation risks.
File size: 121KB

March 2008

The Allure of Private Equity and Its Impact on Performance Pay in Publicly Held Companies
Despite anecdotal evidence to the contrary, privateequity packages may not help public sector companies win the war for talent.
File size: 106KB

September 2007

Private Equity: Pirates or Saviors?
Every day we read about the latest private equity threat to a corporate icon. Private equity is shaking up sleepy companies and transforming industries all over the world.
File size: 233KB

September 2007

Meetings: The Biggest Money Pit of Them All
The cost of off-site meetings is often grossly underestimated by companies' management, and sometimes it's not even tracked at all. But in this age of Sarbanes-Oxley, boards and shareholders are demanding that unexamined expenditures be accounted for.
File size: 98KB

September 2007

Where Are the Women Directors?
Women are everywhere in corporate America — except on boards. Here's how to change that.
File size: 92KB

September 2006

Ethics Programs and Practices: A 20-Year Retrospective
Taking an overview of corporate ethics codes in the past 20 years, this report finds that such codes are becoming more detailed and precise.
File size: 263KB

April 2006

Cultural Resistance to Whistleblowing Systems—Myth or Reality?
Americans may think that whistleblowing systems don't work abroad because workers and governments don't want them. But they can work, and new conversations explore some of the challenges of taking the concept abroad.
File size: 102.4 KB

February 2006

Strengthening Corporate Governance: A New Age of Entrepreneurship in India
How is India benefiting from coming late to the game of developing globally accepted corporate governance standards? By reaping the results of years of experimentation and trial and error by others.
File size: 136.86KB

January 2006

Are You In or Out? In-House vs. Outside Counsel
Some companies use outside counsel, but many small and midsize companies have made the switch to in-house counsel to combat their ballooning fees. What is the right move for your company?
File size: 94.6 KB

October 2005

Gaining Momentum in Mainstream Investing . . . or Not?
The potential for ESG integration is at a critical point. Has the importance of ESG factors in mainstream investment analysis been set?
File size: 192.2KB

September 2005

Defining Corporate Governance Best Practices to Add Firm Value
European family-controlled public companies tend to perform less well in the stock market than their American counterparts. Would best practices followed by family firms in the United States be helpful examples for similar enterprises in Europe?
File size: 116.3KB

March 2005

Committed Management Builds Sustainable Enterprises
This report considers how some Europe-based businesses are integrating environmental, social, and corporate governance reporting into their mainstream activities.
File size: 161.4KB

February 2005

Reaching the Goal Line On Good Governance
Complying with Sarbanes-Oxley has been a difficult undertaking for small and medium sized companies. It has been a painful learning experience with more lessons to be learned.
File size: 105.1KB

January 2005

Beyond Compliance: The Future of Risk Management
According to recent interviews with business managers, Enterprise Risk Management is gaining ground as a comprehensive approach for evaluating activities and assessing a multitude of risks associated with conducting business.
File size: 139.6KB

November 2004

Strategy Struggles in the Boardroom
Corporate strategist Donald V. Potter finds board meetings do not do justice to strategy discussions. Are separate meetings with a set agenda the answer?
File size: 87.0KB

July 2004

The Evolving Role of the Board in CEO and “Back Bench” Senior Executive Succession
Boards of Directors are becoming more involved in overall management succession. How can they ensure that the right leaders are in place to steer the company to be lucrative and principled.
File size: 105.9KB

June 2004

Defining The Values-Based Enterprise
A renewed interested in the concept of a values-based enterprise has emerged. At the heart of the values based enterprise is the belief that companies need both “private” and “public” capital to survive and prosper.
File size: 132.9KB

May 2004

CEOs and The Glass House
This report is based on John R. Hall's remarks to The Conference Board's Director Institute. Hall emphasized the need for boards to ensure that ethical procedures are followed, and the company's Chief Executive Officer carefully monitored.
File size: 97.8KB

March 2004

International Business Cultures . . . Corporate Governance: An Asian Perspective
Corporate Governance initiatives in the U.S. are causing many countries around the world to review their best practices. Hong Kong is no exception, but their business leaders believe they should be implemented with characteristics unique to the region.
File size: 85.7KB

September 2003

Ethics Programs: The Role of the Board
Though recent events have imparted a new urgency to Board involvement and oversight of company ethics programs, a Conference Board study finds that such Board action is neither a new or a distinctly U.S. phenomenon.
File size: 77.5KB

July 2003

Public Trust in Financial Markets Makes Modest Comeback
Two years after the Enron scandal focused spotlight on the excesses and abuses of corporations of all sizes and reputations triggering a crisis of public trust, there are signs that the public's confidence in financial markets is on the mend.
File size: 87.0KB

July 2003

The New Role of Audit Committees
The audit committee plays a key role, but the proliferation of corporate scandals, new legislation, and stock exchange rules are creating critical new roles and responsibilities.
File size: 94.8KB

May 2003

Corporate Behavior Standards: A Worldwide Call to Reform
The worldwide effort to restore public and investor trust in companies and their executives following recent corporate scandals in both the United States and Europe has spawned numerous calls for change in corporate conduct.
File size: 78.4KB

November 2002

Re-sizing the American Corporation
Perhaps Enron—which by now has plenty of blue-chip companions (with possibly many more to come)—is just a symptom of a deeper movement under the sea.
File size: 61.3KB

June 2002

After Enron It's Back to Basics: 10 Questions Boards of Directors Need to Ask
The adversarial history of corporate governance, the responsibilities required of directors, effective board processes, and red flag processes.
File size: 69.2KB

February 2002

Does Your Board Have an Effective Management System of Its Own?
Reviews the key areas directors should focus on to ensure they meet their increasingly stringent fiduciary liability.
File size: 104KB

Research Reports

September 2009	The Role of the Board in Turbulent Times: Leading the Public Company to Full Recovery The Role of the Board in Turbulent Times offers corporate directors guidance on how to approach their oversight responsibilities during a period of financial distress.
September 2009	Corporate Governance Handbook: Legal Standards and Board Practices (Third Edition) Revised in 2009, this handbook presents an easy-to-use compendium of rapidly evolving laws and regulations and the best practices adopted by leading companies.
September 2009	The Conference Board Task Force on Executive Compensation The Conference Board convened the Task Force on Executive Compensation in March 2009 to address the loss of public trust in the processes for oversight of executive compensation.
December 2008	Directors’ Compensation and Board Practices in 2008 This annual report analyzes board structure and director compensation information regarding U.S-based public companies.
September 2008	Hedge Fund Activism: Findings and Recommendations for Corporations and Investors This report contains findings and recommendations of the Research Working Group on Hedge Fund Activism instituted by The Conference Board in May 2007.
September 2008	The 2008 Institutional Investment Report This report tracks the influence that major categories of institutional investors have on U.S. equity markets and on the ownership structure of U.S. corporations.
June 2008	Directors' Compensation and Board Practices in 2007 This annual report reflects the changes in director compensation reporting required by the new Securities and Exchange Commission (SEC) rules of 2006.
December 2007	Reputation Risk: A Corporate Governance Perspective This report is intended to increase the awareness of reputation risk as a corporate governance matter and offer guidance on how corporate boards can approach their fiduciary responsibilities in this area.
July 2007	Corporate Governance Handbook 2007: Legal Standards and Board Practices This handbook is intended to be an easy-to-use compendium of rapidly evolving laws and rules and the best practices adopted by leading companies.
February 2007	Emerging Governance Practices In Enterprise Risk Management This report examines how ERM departs from the fragmented and compartmentalized risk management solutions already in place at many organizations.
February 2007	The 2007 Institutional Investment Report This report is widely regarded as the most definitive source of information on U.S. institutional investor ownership and control.
November 2006	Resisting Corruption How Company Programs Are Changing This survey based report offers solutions for developing effective anti-corruption systems.
October 2006	Directors' Compensation and Board Practices in 2006 This annual report provides information on the amount and type of compensation paid outside directors in 2006 in 402 companies in three major industry sectors.
September 2006	Universal Conduct: An Ethics and Compliance Benchmarking Survey This study documents the efforts of 225 companies to design, implement and monitor their compliance and risk assessment programs for effectiveness.
June 2006	The Role of U.S. Corporate Boards in Enterprise Risk Management The Conference Board with McKinsey & Company and KPMG's Audit Committee Institute conducted research on the role of U.S. corporate boards in Enterprise Risk Management; the findings are reported here.
April 2006	Revisiting Stock Market Short-Termism This report represents a unique consensus achieved at the Corporate/Investor Summit on stock market short-termism.
January 2006	The Evolving Relationship Between Compensation Committees and Consultants This report traces the development of “best practices” for compensation committees, particularly with respect to processes required to choose and employ outside consultants.
November 2005	Directors' Compensation and Board Practices in 2005 This is a data compilation of Director's compensation for the year 2005. Data includes basic analysis providing information on which industries pay the highest amount of compensation to their executives.
September 2005	The 2005 Institutional Investment Report: U.S. and International Trends This report covers the most relevant aspects of domestic and international institutional investment trends.
August 2005	Corporate Governance Best Practices in Europe This report explores the various corporate governance codes and practices currently in place in countries throughout Europe, and also examines the development of the European Union’s corporate governance Action Plan.
July 2005	Corporate Governance Handbook 2005: Developments in Best Practices, Compliance, and Legal Standards In addition to bringing the 2003 report Corporate Governance Best Practices: A Blueprint for the Post-Enron Era up-to-date, this report is intended to provide boards and management with a compendium of the leading corporate governance practices.
June 2005	Enterprise Risk Management Systems: Beyond the Balanced Scorecard This report features a new approach to developing an Enterprise Risk Management (ERM) system which goes beyond earlier basic concepts to not only identify strategic success measures, but also to link them to risk factors.
December 2004	The Future of the Annual General Meeting Based on The Conference Board’s second Corporate/Investor Summit, this report represents a unique consensus achieved on what is referred to as the annual general meeting (AGM) in Europe and the annual shareholder meeting in the United States.
November 2004	Improving Communications Between Companies and Investors Based on The Conference Board’s Global Corporate Governance Research Center’s first transnational Corporate/Investor Summit, this report represents a unique consensus on best practices to improve communications between companies and investors.
October 2004	Directors' Compensation and Board Practices in 2004 This annual report provides information on the amount and type of compensation paid outside directors in 2004 in 510 companies in three major industry sectors.
February 2004	Ethics Programs ... The Role of the Board: A Global Study This report addresses the proper role for company boards in the design, implementation, and monitoring for effectiveness of company ethics programs.
November 2003	Directors' Compensation and Board Practices in 2003 This report, based on a survey of more than 606 manufacturing, financial, and service companies, presents the amount and type of compensation paid to outside directors in 2003.
May 2003	Corporate Governance Best Practices: A Blueprint for the Post-Enron Era This blueprint best practices report is intended as a sourcebook of leading governance practices for board members and management.
March 2003	Reaching Out: Devising Individual Shareholder Programs This report investigates how individual shareholders contribute to the development of a corporation, and how corporations can best attract and retain their retail shareholders.
February 2003	Institutional Investment Report - March 2003 Financial assets and equity holdings—patterns of institutional investment and control.
January 2003	Commission on Public Trust and Private Enterprise This report details the recommendations on executive compensation, corporate governance, and accounting and audit practices made by The Conference Board's Commission on Public Trust and Private Enterprise.
January 2003	Hong Kong Corporates and Investor Confidence This corporate governance handbook for directors and officers of corporations in Hong Kong is based on interviews, seminars and research conducted by The Conference Board in Hong Kong during 2001 and 2002.
January 2003	Singapore Corporates and Investor Confidence This corporate governance handbook for directors and officers of corporations in Singapore is based on extensive research, seminars and focus group meetings, and personal interviews with senior executives in Singapore.
January 2003	India Corporates and Investor Confidence This corporate governance handbook for directors and officers of corporations in India is based on extensive field interviews with major Indian companies as well as focus group meetings with 40-50 executives of leading corporations in Mumbai and Delhi.
May 2002	Institutional Investment Report - May 2002 Equity ownership and investment strategies of U.S. and international institutional investors.
October 2001	The Compensation Committee Of The Board: Best Practices For Establishing Executive Compensation This study examines best practice processes used by the Compensation Committee of the Board of Directors in designing executive compensation programs.
August 2001	The Global Investor and Corporate Governance: What do Institutional Investors Want? This report looks at the major corporate governance issues of interest to, and intervention strategies used by, institutional investors around the world today.
January 2001	Corporate Governance:Global Trends Examined From an Asian Perspective This briefing paper compares corporate governance initiatives in Asia with those underway in other parts of the world and finds the notion of an "Anglo-Saxon" or "Asian" governance model irrelevant.
August 2000	The Link Between Corporate Governance and Performance: Year 2000 Update This report updates an earlier (1998) survey on published evidence on the link between corporate governance and corporate performance.
June 2000	Corporate Governance and Cross-Border Mergers This report discusses the role of corporate governance before, during, and after a cross-border merger.
May 2000	Debating European Corporate Governance Issues This report focuses on corporate governance issues that dominate the current debate in Europe, particularly how successfully European governance models and practices position companies to compete for global capital.
November 1999	Determining Board Effectiveness Organized around key issues, this handbook draws on the experience of seasoned board directors and leading corporate governance experts to tackle the challenges boards face as they review their structural and decision-making processes.
June 1999	Globalizing the Board of Directors: Trends and Strategies Are you trying to take your organization's board global? You should. Here's a look at the ways to go about it.
January 1999	Board Diversity in U.S. Corporations: Best Practices for Broadening the Profile of Corporate Boards Major organizations have found that diversity at the board level is a tool for success. This study covers the how's and why's of board diversity.
May 1998	The Link Between Corporate Governance & Performance Does the way a company is governed affect its performance? Find out in this report.
July 1997	Communicating Corporate Performance: A Delicate Balance This executive summary looks at how global companies communicate their strategic performance measures to investors.
June 1997	Communicating Corporate Performance Should strategic performance information be disclosed to investors? Corporate executives and investment experts weigh in on the subject.
February 1997	Case Studies in Strategic Performance Measurement How do you measure strategic performance effectively? Here are real-world answers from corporations that have done it.
August 1996	The Corporate Board: A Growing Role in Strategic Assessment This 10-country study of the board's role in strategy deliberations documents external forces that contribute to the board's growing involvement in strategic issues.
April 1996	Executive Annual Incentive Plans Detailed analysis of incentive payments by industry sector and position.